SCHEDULE: Forager Fund Withholds Votes from Repay Holdings Directors

Forager Fund, L.P. announced its intention to withhold votes from all directors at Repay Holdings Corp.'s upcoming annual meeting, citing governance concerns and a lack of substantive engagement.

Summary

• Forager Fund, L.P. has announced its decision to withhold votes from all directors nominated for election at Repay Holdings Corp.'s Annual Meeting scheduled for June 10, 2026.
• The fund cited a lack of substantive engagement and governance paths that left stockholders with no meaningful voice and the Board with excessive control as reasons for this action.
• Forager Fund continues to believe a transaction involving Repay Holdings may be in the best interest of stockholders and remains open to discussions regarding a potential transaction.
• The filing indicates that discussions regarding a transaction may be terminated at any time and are subject to various contingencies, including Board approval and satisfaction of conditions in a definitive agreement.

Sentiment

Score: 3

Explanation: StockSavvy.ai views this as a negative sentiment due to the explicit withholding of votes from directors and public criticism of governance, indicating significant shareholder dissatisfaction and potential for ongoing conflict.

Negatives

• Forager Fund is withholding votes from all directors due to perceived governance issues and lack of stockholder voice.
• The fund expresses dissatisfaction with the Board's governance choices, stating they have left stockholders with no meaningful voice.

Risks

• Potential for continued governance disputes between Forager Fund and Repay Holdings' Board of Directors.
• Uncertainty regarding the outcome of potential transaction discussions, which may be terminated at any time.
• The consummation of any transaction is subject to contingencies beyond the control of Forager Fund, including Board approval.

Future Outlook

Forager Fund remains willing to engage in discussions regarding a potential transaction involving Repay Holdings, believing such a transaction may be in the best interests of stockholders. However, there is no assurance that discussions will result in a definitive agreement or consummation of a transaction.

Management Comments

• "Paul Garcia, Maryann Goebel, Pete Kight, Emnet Rios and Richard Thornburgh refused substantive engagement and repeatedly chose governance paths that left stockholders with no meaningful voice and the Board with more control."
• The Reporting Person continues to believe that a transaction involving the Issuer may be in the best interests of stockholders and remains willing to engage in discussions regarding a potential transaction.

Industry Context

StockSavvy.ai notes that this filing represents a significant shareholder activism event within the financial technology sector, highlighting ongoing tensions between activist investors seeking strategic transactions and incumbent management focused on governance.

Corporate Governance

Stakeholder Impact

• Shareholders: May experience increased volatility and uncertainty regarding the company's future direction and potential transactions. The action highlights a lack of alignment between a significant shareholder and the board.
• Board of Directors: Faces direct challenge to its authority and governance practices, potentially impacting its ability to operate effectively and attract future board members.
• Management: May face increased pressure to engage with activist investors and consider strategic alternatives, potentially disrupting ongoing business operations.

Next Steps

• Repay Holdings Corp.'s Annual Meeting on June 10, 2026, where Forager Fund will withhold its votes.
• Potential future discussions between Forager Fund and Repay Holdings regarding a potential transaction.

Key Dates

Recommendation

The filing indicates significant shareholder activism and dissatisfaction with current governance, which could lead to strategic changes or continued conflict. However, without more concrete details on potential transactions or the company's financial performance, a 'hold' recommendation is prudent to observe further developments.

Keywords

Schedule 13D, Repay Holdings Corp, Forager Fund, Proxy Contest, Director Election, Corporate Governance, Shareholder Activism, Transaction Discussions